Sterling 2017 Price Catalog Page iii Terms & Conditions

STERLING 2017 LIST PRICE CATALOG TERMS & CONDITIONS OF SALE This list price catalog is not an offer to sell to any person who possesses it, nor to anyone else, the goods listed herein at the prices shown. Prices apply to STERLING plumbing products illustrated in STERLING full line product catalogs. These prices supercede previous list price catalogs and quotations, and are subject to change without notice. All prices are in U.S. dollars. These prices do not include freight or shipping. TERMS AND CONDITIONS OF SALE: Buyer's acceptance of all or any part of goods ordered from Kohler Co. or its affiliates ("Seller") shall constitute Buyer's acceptance of Seller's terms and conditions of sale set forth on the sales order confirmation or invoice unless Buyer objects in writing prior to acceptance of said goods. Seller's terms and conditions of sale set forth on the sales order confirmation or invoice will constitute the entire agreement between Seller and Buyer with respect to the subject matter of the sale and will supercede all prior agreements, negotiations, understandings, representations and warranties, whether written, oral or otherwise, and may not be modified except in writing signed by the parties. The terms and conditions of any document used by Buyer to communicate its order of goods and any terms or conditions that could be implied on the basis of course of performance, course of dealings, usage of trade or otherwise are expressly excluded. All proposals, negotiations, and purchase orders, if any, will be merged into a sales order confirmation or invoice. PRICES AND TITLE: All prices in this list price catalog shall be superceded by Seller's prices in effect at the time of order entry unless Seller has given a firm quotation in writing and Buyer has given an order and the goods are released for shipment within the time periods specified in the quotation. Prices are Ex Works (origin) loaded (Incoterm 2010) unless otherwise noted. With respect to shipments to destinations outside of the United States, title to the goods remains with the Seller until such goods are discharged from the carrier to the Buyer in the destination country. Freight allowance, if any, is subject to Seller's then current freight terms. All prices listed are in U.S. dollars. RESIDENTIAL DELIVERY FEES: Additional shipping charges will apply on all Less than Truck Load (LTL) shipments delivered to residential addresses. The amount of the charges depends on the third party carrier used and the size of the shipment. CREDIT APPROVAL: Acceptance of orders, shipments, or deliveries, shall at all times be subject to the approval of the Seller's Credit Department, Kohler, Wisconsin. Seller may at any time decline an order or decline to make any shipment or delivery. Seller reserves the right to ship C.O.D. or C.I.A. TERMS OF PAYMENT: The cash payment terms, if any, will be set forth on the face of the sales order confirmation or invoice. Cash discount, if any, will be shown and may be deducted from invoice total if payment is made by discount date. Discount date may be extended by four days if Buyer pays by means of Electronic Fund Transfers ("EFT") with addenda records in accordance with Seller's then effective EFT agreement. A delinquency charge equal to the greater of 18% per annum or the prime rate plus 1% as stated by Citibank USA (but in no event in excess of the maximum amount permitted by law), computed on the unpaid balance shall be due on all accounts not paid in full when due. Interest shall be paid with Buyer's next remittance. In addition to late payment charges, Buyer agrees to pay any and all collection costs, including reasonable attorney fees, incurred by Seller in collecting balances not paid within the applicable payment terms. EXPORT ADMINISTRATION: Buyer agrees to comply with all relevant export laws and regulations of the United States and any other applicable local law ("Export Laws") to assure that no portion of the goods nor any services are exported, directly or indirectly, in violation of Export Laws, or used for purposes prohibited by the Export Laws. Seller reserves the right to cancel any quote or order, at any time, even after payment, in its sole discretion, for any perceived, potential or actual failure to comply with such Export Laws. ANTI-CORRUPTION COMPLIANCE: Buyer agrees to comply with, and to take all reasonable measures to ensure that its subcontractors, agents or other third parties, subject to its control or determining influence, comply with all applicable laws, statutes, directives and/or regulations relating to anti-bribery and anti-corruption, including but not limited to the US Foreign Corrupt Practices Act and other applicable laws. TAXES: Any taxes which Seller may be required to pay or collect, under any existing or future law, upon or with respect to the sale, delivery, storage, processing, use or consumption of any of the material conveyed, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of Buyer, who shall promptly pay the amount thereof to Seller upon demand. Where taxes do not apply upon sale or resale, Buyer shall provide Seller with appropriate exemption certificates prior to the sale. DELAY: If any shipping dates have been specified, they are approximate and Seller shall not be bound thereby, but every effort will be made to ship in accordance with them. All shipments are subject to contingencies of manufacture and other causes beyond Seller's control such as fires, strikes, delays in transportation, or governmental regulations. DESIGN CHANGES: Seller reserves the right to make revisions, without notice, in the design of its products or in their packaging. DELAY: If any shipping dates have been specified, they are approximate and Seller shall not be bound thereby, but every effort will be made to ship in accordance with them. All shipments are subject to contingencies of manufacture and other causes beyond Seller's control such as natural disasters, fires, strikes, delays in transportation, or governmental regulations. CANCELLATION: Orders for modified, special order, or custom product, as well as those not listed in current list price catalogs, may not be cancelled or returned. Orders for all other product in current list price catalogs may be cancelled prior to shipment. BUYER'S REMEDIES: If the goods furnished to the Buyer shall fail to conform to the contract or to any warranty, Seller shall replace such non-conforming goods at the original destination and shall furnish instructions for their disposition, provided Seller is notified of such non-conformity or defect within 60 days of shipment. The Buyer's exclusive and sole remedy on account, or in respect, of any breach of the contract, or of any warranty, shall be to secure replacement thereof as aforesaid. Seller shall not be liable whether in contract or in tort or under any other legal theory for loss of revenue, use or profit or for the cost of any labor expended on any such goods or for any special, incidental or consequential damages to anyone by reason of any breach of this contract or of any warranty. iii

Previous Page
Next Page